noble group holdings limited · lng and asia oil metals, minerals and ores segment base metals...

NOBLE GROUP HOLDINGS LIMITED FINANCIAL AND OPERATIONAL REPORT 2019 1

Noble Group Holdings LimitedFinancial and Operational Report 2019

CONTENTS

Financial Highlights

Chairman’s Message

The Noble Business

Noble by the Numbers

MANAGEMENT’S DISCUSSION AND ANALYSIS

Basis of Presentation

NOBLE GROUP HOLDINGS

Business Performance

Trading Co

Asset Co

Noble - Looking to the Future

TRADING CO

Energy Segment

Energy Coal

LNG and Asia Oil

Metals, Minerals and Ores Segment

Base Metals

Global Aluminium Complex

Tech Metals

Freight

Met Coal and Coke

Special Ores and Industrial Minerals

ASSET CO

Jamalco Segment

Investments Segment

Condensed Consolidated Financial Statements

4

5

8

10

11

12

16

17

18

19

20

21

23

24

25

26

27

28

29

30

31

32

Noble Group Holdings Limited (Incorporated in Bermuda with limited liability)

Noble Group Holdings Limited is referred to through this document as “Noble” unless otherwise stated.

Noble is Asia’s leading independent energy products and industrial raw materials supply chain manager.

We tap into our extensive regional network in Asia and around the world to facilitate the marketing, processing, financing and transportation of essential raw materials between producers and users, situated predominantly in Asia – the world’s fastest growing economic region.

Our asset-light model allows us to focus on our core business: commercial commodities supply chain management, so as to provide the best value to our customers.

Australia Brazil China Hong Kong India Indonesia Japan Mexico Mongolia Singapore South Africa UAE UK


Financial Highlights

78.3Volumes (offtake & marketing) million tonnes

159Earnings before interest, taxes, depreciation, and amortization US$ million

207Operating income from supply chains US$ million

480Cash equivalents US$ million

(56)Loss for the year US$ million

Noble generated income from its supply chains and delivered positive EBITDA in 2019


I am pleased to present the 2019 Financial and Operational Report, and to announce that the Company has achieved promising financial results despite challenging conditions during the year.

Noble’s deep commodities market experience and an extensive network of relationships continue to make us uniquely placed to react and capture sector opportunities.

These attributes coupled with Noble’s best-in-class supply chain and risk management services demonstrate the resilience and potential of the Noble business in its first year post restructuring.

ON A FIRM FOOTING FOR NEW GROWTH JOURNEY

The 2018 restructuring set the Company on a firm footing for a new sustainable growth journey. Positive strides were made through 2019, creating a platform to drive further improvement through 2020 and beyond.

HIGHLIGHTS OF FY 2019

The key highlights of our performance included:

• A robust EBITDA of US$159 million;

• Significant trading volumes from offtake and marketing of 78 million tonnes;

• Notable results in operating income from supply chains of US$207 million;

• A strong year-end cash position of US$480 million; and

• An overall after tax loss for the year of US$56 million.

This year’s results were primarily driven by a favourable performance in our energy sector where the focus was margin generating trading. These results were achieved despite the impact of material non-cash events such as impairments on held for sale assets and on trade receivables. After accounting for these exceptional events, as well as Noble’s significant finance costs, the result shows a net loss for the year.

Jim Dubow, Non-Executive Chairman, Noble Group Holdings Limited

We are particularly grateful for the continued support of our employees, customers and investors. This ecosystem of support is critical to our success and we will continue to strive to be the best possible partner to all of our stakeholders.

TRADING CO & ASSET CO PERFORMANCE

Both Trading Co Group and Asset Co Group* have recorded positive operating income from supply chains and EBITDA for FY 2019. Total volumes (offtake and marketing) for the Company were 78 million tonnes, led by Trading Co. Operating income from supply chains was US$207 million with EBITDA of US$159 million.

Trading Co results were driven by the energy business where Noble took advantage of volatility with structured physical trade, an active approach to hedging and a solid pipeline of new contracts. Despite the metals business being impacted by global trade tensions, which weighed on base metal prices, Trading Co generated operating income from supply chains of US$197 million and EBITDA of US$165 million.


* Trading Co Group and Asset Co Group are referred to in this document as Trading Co and Asset Co respectively unless otherwise noted.


One-off events that negatively affected results in both Trading Co and Asset Co included one- off provisions and impairments, as well as lower alumina pricing. That notwithstanding, the underlying core performance in our trading book and our market-leading positions in our key operating segments remained strong.

Asset Co’s performance was largely correlated to Jamalco’s operations. A lower alumina pricing environment since the second quarter of 2019 impacted Asset Co’s EBITDA. Noble remains focused on executing cost efficiency initiatives at the plant given the lower alumina pricing environment.

LIQUIDITY

We remain focused on our liquidity position as we continue to selectively deploy capital to maximise profitability and support our ramp-up efforts.

Our committed trade finance and hedging facility position us well for growth, and with a demonstrated 12-month track record we remain focused on continuing to diversify our funding base and attracting new banking partners.

INCREASING PROFITABILITY

The experienced Board and Senior Management team are focused on increasing efficiency through consolidating operations, motivating our best-in-class team, focusing on high margin business lines, shrinking SAO expenses, seeking to generate new opportunities, delivering and optimizing our financial instruments, and future-proofing the business through sustainable business practices.

OTHER BUSINESS DEVELOPMENTS

I am also pleased to report on a number of other positive developments for the Company that we achieved through the year, including:

• Significant progress in building the Noble business post restructuring, including increased sales efforts and business development to grow our customer base;

• The introduction of new business flows, including a supply chain from Japan to India that was previously unserved;

• Significant developments within the Jamalco JV, including crucial diversification of energy sources and further progress towards incorporation; and

• Realisation of vessel and palm plantation sales within Asset Co.

In terms of personnel, we are delighted to have appointed Jacques Erni as Chief Financial Officer. Mr Erni has over a decade of experience in the commodities sector, and will oversee all Noble’s financial activities, ensure the Company’s continued compliance with the highest standards of international accounting and corporate governance and contribute to its continued drive towards sustainable profitability.

We are also pleased to announce that Garrett Soden and Jeremy East have joined the Noble board as Independent Non-Executive Directors as well as Paul Copley having joined as a Non-Executive Director. Mr Soden brings significant expertise in mining, oil, gas and renewables to the Company, along with extensive experience as a senior executive and board member of various public companies in the natural resources sector. Mr East has over 30 years of commodity experience and is currently chief executive officer of East Wind Capital, a commodity consultancy based in Hong Kong. Mr Copley, a former partner with PwC’s U.K. restructuring practice, brings more than 25 years experience across numerous industries and geographies.

Positive strides were made

through 2019, creating a

platform to drive further

improvement through 2020

and beyond.


The coming years will be

transformative, not only in

terms of the Company but

also the markets in which

we operate. The Company

will be leaner and more cost

efficient as we resize the

business to take advantage of

the opportunities developing

across our markets.



In other board updates, I would like to advise that Mr Joseph Swanson has resigned from the board effective as at 3 June 2020. I would like to thank Mr Swanson for his diligent efforts and valuable contribution during his tenure.

OUR ENVIRONMENTAL SUSTAINABILITY

In the first half of 2019, Noble subsidiary Noble Plantations Pte. Ltd. sold the Group’s two palm oil plantation-owning entities. Following the completion of this sale, Noble will cease to have any interest in palm oil.

We continued to invest in energy diversification initiatives at our Jamalco joint venture in 2019 with a move to gas power from heavy fuel oil.

Noble also continues to ramp up efforts in the sustainable tech metals and rare earth minerals business through its work with Talaxis. Founded in 2016, Talaxis focuses on ventures that contribute to the decarbonization of the economy and that are aligned with the United Nations Sustainable Development Goals.

LOOKING TO THE FUTURE

We expect the year ahead to be uniquely challenging. The full effects from the fallout of the COVID-19 pandemic have yet to be seen, both with respect to our business, and the wider global economy. At the time of writing some governments in the countries in which we operate were considering easing current restrictions of movement, whereas others were starting to tighten, or extend, current measures. With international supply chains disrupted, we expect increased volatility in each of our business lines. 2020 will be a challenging year for all companies, particularly H1, and Noble will not be immune. We are immediately concerned with the health and safety of our employees and customers. As the economy emerges from the restrictions of COVID-19, we look forward to being there to fully support our customers’ needs.

The coming years will be transformative, not only in terms of the Company but also the markets in which we operate. The Company will be leaner

and more cost efficient as we resize the business to take advantage of the opportunities developing across our markets. This will include centralising our operations in fewer locations and focusing on those segments where we can achieve the best returns. We will also take advantage of new developments, such as digital documentation and blockchain technology, working with partners across the industry, to save time, improve cost efficiency and reduce the opportunity for fraud and human mistakes. Our aim will be to maximise our market opportunities with the minimum cost overhead.

Last, but by no means least, we believe that doing the right thing by our customers not only leads to a better future for all, but makes good business sense.

Jim Dubow Non-Executive Chairman Noble Group Holdings Limited


The Noble Business

NOBLE STRUCTURE

On 20 December 2018, Noble Group Limited (“NGL”) completed a restructuring process which involved Noble acquiring all of the assets of NGL. The existing senior claims of NGL were released and exchanged for a combination of new debt instruments and equity in Noble. Two primary entities were created for the purpose of the ongoing business, Trading Co and Asset Co1.

ASSET CO

Asset Co was formed as part of the restructuring to hold and manage, or sell, certain assets of the former group. Asset Co holds the interest in Harbour Energy, three dry bulk carrier vessels2 (the “Vessels”), the Group’s beneficial interests in Jamalco3 and Noble Plantations. The income generated by, and the proceeds of any sales of, these assets are secured in favour of the holders of the US$700 million Noble New Asset Co Bond and the holders of the US$200 million Preference Shares (of which the Group holds 10%).

TRADING CO

Trading Co is Noble’s operating entity, which controls and operates the asset-light commodities supply chain management business in the Energy and Metals, Minerals and Ores segments and provides management services to Asset Co.

Trading Co’s business performance is underpinned by Noble’s existing relationships in the market, long-term offtakes and supply contracts and management’s tactical rebalancing of Noble’s supply chain portfolio.

NOBLE GROUP HOLDINGS LIMITED

ASSET CONoble New Asset Co Bond

(US$700 million)Preference Share(US$200 million)

TRADING HOLD CONew Trading Hold Co Bond

(US$300 million)

TRADING CONoble Trading Co Bond

(US$700 million)

100% 100%

Jamalco HarbourEnergy

EnergyMetals,

Minerals and Ores

VesselsNoble Plantations

CORPORATE STRUCTURE

(1) The two major subsidiaries of the Group are Noble Trading Co Limited (“Trading Co” and together with its subsidiaries “Trading Co Group”) and Noble New Asset Co Limited (“Asset Co” and together with its subsidiaries “Asset Co Group”). Noble Trading Hold Co Limited (“Trading Hold Co”) is the immediate parent of Trading Co.

(2) Noble Asset Co owned five vessels at the beginning of 2019. Two vessels were sold in 2019 and a vessel was sold subsequent to 31 December 2019. As of 31 December 2019, the total number of vessels was three.

(3) Comprises a 55% joint venture stake in Jamalco, an integrated bauxite mining and alumina refining operation in Jamaica, related offtake and sales contracts and a long term loan receivable. Jamalco is an unincorporated joint venture with the Government of Jamaica, represented by Clarendon Alumina Production Limited (“CAP”). The offtake contracts comprise the 55% owned share of alumina produced by Jamalco as well as CAP’s 45% share.


The Noble Business

MEASURING NOBLE’S PERFORMANCE

Management consider three key areas in judging the performance of the Noble business; Volumes, Revenue and Margin.

Volumes – The volume of commodity sales is a key driver and performance metric of the business. The volume sold reflects the relative sales activity of the business line, through the sale of commodities purchased under offtake agreements, and marketing contracts. As such, the volume of commodity sales directly impacts the level of working capital required by the business.

Revenue – Revenue is an important metric, and is a function of price and volume. The price of commodities are macro driven, and as such are out of the control of Noble.

Margin – Margin generation is the most important metric on which Noble should judge its performance. Noble generates margin through value adding processes along the length of the supply chain. Noble also undertakes risk taking activities to improve margin, primarily by managing the balance between contracted supply versus contracted demand.

Sources from our producer suppliers in

low-cost regions

Deliver to our network of customers

Provide value-added services

Logistics and Transportation

(examples: barging, freight)

Structured and Trade Financing Solutions(examples: payment terms, prepayment, offtake and marketing arrangements)

Processing andBlending

(examples: quality and mix specifications)

Price RiskManagement

(examples: swaps and scheduled deliveries)

BUSINESS MODEL


Noble by the Numbers

50COUNTRIESSERVED

300+EMPLOYEES

10BUSINESS UNITS

17 NOBLE OFFICES WORLDWIDE

VOLUME OF TOTAL TONNAGE SHIPPED

IN ASIA

96PER CENT

34YEARS’ EXPERIENCE IN ASIA

As at 31 December 2019.


Basis of Presentation

The financial and operational information in this management’s discussion and analysis (“MD&A”) should be read in conjunction with the condensed consolidated financial statements of Noble for the year ended 31 December 2019 (“FY 2019”). The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual audited consolidated financial statements for the period from 13 August 2018 (date of incorporation) to 31 December 2018, except for the adoption of new standards effective as of 1 January 2019 disclosed in the “Basis of Presentation, Preparation and Consolidation” note to Nobles’ condensed consolidated financial statements for FY 2019.

The Company has included non-IFRS Financial Performance Measures in this MD&A to supplement its condensed consolidated financial statements. These non-IFRS measures are derived from the financial statements prepared in

FINANCIAL AND OPERATIONAL PERFORMANCE REVIEW

accordance with IFRS. The non-IFRS measures are consistent with how the business performance is monitored within the internal management reporting to the Board. Noble believes that these non-IFRS measures, together with measures determined in accordance with IFRS, provides investors with useful information to evaluate the underlying performance of the Company’s operating segments – Trading Co and Asset Co.

Non-IFRS Financial Performance Measures have limitations as an analytical tool, and a user of this document should not consider these measures in isolation from, or as a substitute for, the IFRS measures. Refer to the Addendum of this document for the definition and reconciliation of non-IFRS Financial Performance Measures.

Refer to the Addendum of this document for a cautionary note regarding the use of forward-looking statements.

Management’s Discussion and Analysis

Despite lower-than-expected global economic expansion, total volumes (including both offtake and marketing) for the Company were 78 million tonnes for 2019, led by Trading Co. Post restructuring, Noble has targeted long-term volumes of 75-85 million tonnes; FY 2019 volumes demonstrate significant progress towards this steady state goal. Noble’s revenues were US$3,511 million for the year, primarily driven by Trading Co. This result is indicative of positive market price performance on Noble’s trading volumes.

Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019

12.6

86.9 83.6

23.6

206.8

Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019

7.3

75.568.8

(12.9)

138.7

Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019

12.6

86.9 83.6

23.6

206.8

Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019

7.3

75.568.8

7.1

158.7

Trading Co and Asset Co both recorded positive operating income from supply chains and EBITDA for FY 2019 which were achieved despite generally softer commodity prices. Operating income from supply chains was US$207 million for 2019 with EBITDA of US$159 million.

Operating income and EBITDA were stronger in the first half of the year than in the second due to favourable trading in the energy segment during H1, compounded by weaker alumina and other metal prices in H2.

Operating income from supply chains (US$ million)

EBITDA (US$ million)


NOBLE GROUP HOLDINGS

Strong demand for Noble’s traded commodities despite emergent trade headwinds

Trading Co and Asset Co achieved positive operating income from supply chains and EBITDA

Asset Co’s performance remains driven by Jamalco

Interest in Harbour Energy generated performance fee distributions of US$41 million

BUSINESS PERFORMANCE


LOSS ON SUPPLY CHAIN ASSETS

The group made a loss on supply chain assets of US$105.4 million driven largely by significant impairments made on vessels and the palm plantation held for sale. Further negative impact was driven by provisions made in connection with ongoing legal proceedings, most of which were commenced prior to or during the restructuring.

SAO COSTS

Selling, administrative and operating expenses (“SAO”) were US$155 million in FY 2019. SAO was largely driven by personnel costs, as well as legal and professional fees incurred for assisting the company post restructuring. As the business continues to move forward from the 2018 restructuring, it is envisaged that such professional fees will be significantly reduced. Steady state overhead will also be reduced through a reduction in the complexity of the business, and shrinking of its geographical footprint.

Noble continues to focus on controlling costs with a view to achieving long-term annual SAO expenses in the range of US$85 million to US$100 million.

LIQUIDITY

Cash balances stood at US$480 million at 31 December 2019 with net debt of US$1,289 million and adjusted net debt of US$1,146 million after adjusting for readily marketable inventories.

Nobles’ trading operations are supported by a 3-year committed trade finance and hedging support facility (totaling US$800 million) that began in December 2018. The Company continues to actively engage with new and prospective banking and trade finance partners as part of its ongoing efforts to diversify its funding base.

As the business continues to grow, continued working capital investment will be required. Noble’s primary source of funds remains unrestricted cash on its balance sheet and its existing trading and banking lines. Some volatility in our unrestricted cash balance is anticipated as capital is deployed to reach our longer-term revenue targets.

Finance costs were US$169 million in FY 2019 primarily comprising accrued finance costs associated with Nobles’ senior notes. The Company has capitalized interest on its Asset Co Bonds and Trading Hold Co Bonds and elected 50/50 cash/PIK on the Trading Co Bonds.

Total cash and cash equivalentsUS$480 million

Net debtUS$1,289 million

Metals, Minerals & OresUS$39 million

EnergyUS$158 million

EBITDAUS$165 millionGross Margin 6.5%

Total Debt = US$1,769 million





The following table presents 2019 profit and loss with material non-cash elements and items outside of underlying performance excluded for Trading Co Group and Asset Co Group:

VOLUMES (offtake & marketing)REVENUEOPERATING INCOME FROM SUPPLY CHAINSProfit/(loss) on supply chain assetsShare of profit of joint ventures/associates

TOTAL OPERATING INCOMEOther expenses, netSAO expenses PROFIT BEFORE INTEREST & TAXFinance incomeFinance costs PROFIT/(LOSS) BEFORE TAXTaxation

NET PROFIT/(LOSS)



NET PROFIT

733,057

252(2)(1)

248

12(117)

144

27(79)

92(5)

87

5456

(2)(0)

130

128(15)(7)

106

11(73)

43(7)

37

733,057

197(84)

(1)

11320

(130)

327

(79)

(50)(5)

(55)

5456

9(22)130

118(23)

(8)

8711

(73)

24(7)

18

---

(2)-

(2)-

14

12--

12-

12

-----

--0

0--

0-

0

---

53-

53--

53--

53-

53

-----

---

---

--

-

--

5431

-

85(8)

-

77--

77-

77

--

(11)22

-

118-

19--

19-

19

Adjusted view

(ex items outside of

underlying business

performance)Adjusted

view

Other non-cash

adjustments/one offs

Legal provision

Non cash impairments/

provisions

Trading Co Group (US$ million or million tonnes)

Asset Co Group (US$ million or million tonnes)



The following table presents 2019 profit and loss with material non-cash elements and items outside of underlying performance excluded for the Group:

Management believe that highlighting items outside of underlying performance provides useful information to supplement the audited financial statements but note that this is non-IFRS reporting.

UNDERLYING BUSINESS PERFORMANCE

Significant items outside of the underlying business performance had out-sized impacts on Noble’s operating income through the year.



NET PROFIT/(LOSS)

783,511

250(2)

130

3778

(136)

24837

(169)

117(8)

109

783,511

207(105)

130

2318

(155)

8337

(169)

(48)(8)

(56)

---

(2)-

(2)-

19

17--

17-

17

---

53-

53--

53--

53-

53

--

4352

-

95--

95--

95-

95

Adjusted view

(ex items outside of

underlying business

performance)Adjusted

view

Other non-cash

adjustments/one offs

Non cash impairments/

provisions

Group (US$ million or million tonnes)

These events primarily relate to impairments and provisions against PPE, joint ventures and associates and trade receivables. A significant legal provision also compounded losses made on supply chain assets.

Legal provision

Liquidity and financing (US$ million)

Operating income from supply chains (US$ million)



TRADING CO

Global demand for the Company’s traded commodities remained strong in FY 2019. However, prices demonstrated some volatility and were generally lower during the year compared to 2018 levels. This was largely because of the increased uncertainty over the trade environment, particularly the escalation of tensions between the U.S. and China, including the imposition of tariffs, slightly weaker-than-expected output growth, softening inflation and economic risks edging to the downside.

Total Trading Co volumes (including both offtake and marketing) were 73 million tonnes in FY 2019, with 55 million tonnes in the Energy segment, and 18 million tonnes in the Metals, Minerals & Ores (“MMO”) segment. Trading Co continues to deliver on its core flows and is commencing to build out new long-term partnerships to expand its platform for sustainable growth and maximise outcomes for investors.

Trading Co revenue was US$3,057 million with US$1,612 million attributable to the Energy segment and US$1,445 million attributable to the MMO segment which together primarily drive Noble’s top-line revenue.

Trading Co benefited from contributions from all segments to produce operating income from supply chains of US$197 million and EBITDA of US$165 million. Gross margin percentage was strong at 6.5%, driven by favourable trading performance, and in particular, gross margin of 9.8% in the energy segment was very encouraging.

Total cash and cash equivalentsUS$480 million

Net debtUS$1,289 million

Metals, Minerals & OresUS$39 million

EnergyUS$158 million

EBITDAUS$165 millionGross Margin 6.5%

Going forward, Trading Co remains focused on growing its market-leading franchises built on long-term supplier and customer relationships.

LIQUIDITY

Trading Co ended the year with a strong cash and cash equivalent position. Trading Co’s cash balance stood at US$413 million at 31 December 2019 with net debt of US$333 million. Adjusted net debt stood at US$191 million at 31 December 2019 after adjusting for readily marketable inventories.

31 December 2019 31 December 2018

746

413333

738

486

252

Cash

Debt

Net debt



ASSET CO

Asset Co’s performance is primarily driven by the Jamalco joint venture, but through the year other group assets were also contributors to the full year results:

Jamalco - Asset Co benefited from the strong performance of Jamalco in FY 2019 driven by the buoyant alumina price environment in the first quarter. However, power outages experienced in the second quarter of 2019 and lower alumina prices since then impacted operating performance in the remaining period of the year. In addition to the strong performance of the Jamalco Joint Venture described above, Noble management have also made significant progress on the move to incorporate Jamalco, which we anticipate will be completed in 2020.

Vessels held for sale – Through the year, Asset Co managed to realise two of the vessel assets generating US$27 million in proceeds. Subsequent to the year end, Asset Co completed the sale of the vessel M/V Ocean Sapphire for an aggregate consideration of US$12.75 million. The group continues to actively seek purchasers for the remaining two vessels held for sale.

Harbour Energy – The group’s investment in Harbour Energy recorded US$41 million in performance fees in 2019 relating to 2018 and 2019, which included a US$10 million cash distribution.

Palm Assets – During the year, the Company announced the sale of the two Noble Plantations for aggregate consideration of US$67 million (subject to certain adjustments). A sales agreement was entered into with a buyer for the second palm asset (PT Pusaka Agro Lestari), but the sale had not completed as at 31 December 2019. The Company is in discussions with the purchaser in order to close this transaction as soon as possible.

Total Asset Co volumes for the year were 5 million tonnes, and related to Jamalco and external customer volumes shipped by the Vessels. Operating income from supply chains was US$9 million in FY 2019 with EBITDA of US$10 million. Asset Co’s cash and cash equivalents stood at US$67 million at 31 December 2019 with net debt of US$659 million.

Going forward, Asset Co remains focused on working with its investment partners related to its strategic investments in Jamalco and Harbour Energy, along with pursuing disposals of its interests in Vessels.



NOBLE - Looking to the FutureCHALLENGES INTO 2020

The emergence of the viral outbreak in early January 2020 continues to adversely impact the markets in which our businesses operate. The Company is currently assessing the potential downside financial implications with respect to the full year 2020 performance, and will continue to monitor the situation. At the time of writing the full impact of COVID-19 on the business was uncertain. We have seen disruption in our supply chains in Q1 and Q2 which we expect this may continue through the year, putting additional pressure on margins.

ENVIRONMENT AND SUSTAINABILITY

Noble remains focused on consolidating its position as Asia’s leading independent energy products and industrial raw materials supply

chain manager and is well positioned to benefit from the transition to a low-carbon future in Asia and globally.

During 2019 Noble sold its interests in two palm oil plantations that were held through one of its Indonesian subsidiaries. Noble will no longer have any interests in palm oil after the completion of the process.

As part of Noble’s commitment to sustainable business, Noble has increased its focus on tech metals and rare earth minerals. This business is run primarily through Talaxis which has supply chain partners in the upstream and midstream segments as well as R&D solutions for industrial consumers in the downstream segment. Talaxis’ mission is aligned with the United Nations Sustainable Development Goals.



ENERGY COAL

The Energy Coal business is a leading non-producer shipper of seaborne energy coal with a portfolio of offtake and marketing arrangements with over 20 mines, principally in Australia and Indonesia, and supply contracts to over 70 customers (including independent power producers), with a focus on Asia-Pacific.

LNG AND ASIA OIL

LNG

The LNG business trades and provides supply chain and risk management services in the growing seaborne LNG market. The LNG business focuses on building partnership structures with Asian and other emerging market clients, offering bespoke solutions for product supply, optimisation and price risk management.

Asia Oil

The Asia oil products business operates predominantly in South and Southeast Asia. The oil products business operates storage and distribution capabilities, along with risk management services for its client base, covering gasoil, gasoline, jet fuel, heavy fuel oil and other refined products.

The Energy business segment trades and provides supply chain and risk management services in seaborne LNG, oil products and bituminous and sub-bituminous energy coal.

TRADING CO - Energy Segment

Energy Coal LNG and Asia Oil

Energy Segment



Coal franchise added value in the supply chain via blending, optimising and marketing services

Coal price volatility opportunities captured via structuring physical sales and purchases

Energy Coal

Energy Coal had a strong start to 2019 generating promising revenue numbers out of restructuring despite Newcastle prices being lower than in Q4 2018. Through the year the Energy Coal business focused on adding value in the supply chain via provision of blending, optimising and marketing services. In particular, in H1 the business took advantage of volatility in the market via structuring physical sales and purchases to generate higher margin.

Towards the end of 2019, Newcastle coal prices traded slightly lower due to unfavourable policies in Northeast Asia with South Korea switching off polluting power plants and Taiwan hitting its annual import quota. This fall was in line with our expectations for the year, with the markets adjusting for the demand-supply mismatch. API2 also continued its downward trend for the fourth straight quarter (quarterly average).

In Q4, European coal consumption continued to reduce on the back of tight carbon markets and lower gas prices. A warmer winter in Europe, leading to higher inventory due to lower-than-expected drawdown from reserves, contributed to a slump in gas prices. Indonesian markets were relatively less affected by the selloff in the high GAR markets, with ICI3 moving up in Q4 2019.

The Energy Coal franchise continued to add value in the supply chain via provision of blending, optimising and marketing services. The business has an active approach to hedging and the franchise will continue to focus on ramping up volumes and establishing new long-term partnerships with clients.



LNG segment delivered its first cargoes as part of ramp-up plan

Asia Oil’s performance and cash flow exceeded expectations

Team of experts built out to drive rapid growth

LNG and Asia Oil

LNG

The LNG business exited the Noble restructuring process and began 2019 with strong progress towards rebuilding its portfolio, kickstarting its activity in the global physical and derivative markets. The business utilised its access to the required capital and risk tools to invest in strategic flows and also provide bespoke services to clients.

LNG spot prices remained depressed throughout July and August in 2019 as gas oversupply in Asia and Europe persisted. This was driven by new LNG production start-ups in Russia and the U.S.,

higher nuclear power generation in South Korea, weak seasonal demand in the Middle East and South America, and strong pipeline supplies into Europe. LNG rallied in September 2019 when European prices elevated on the risk of French nuclear shutdowns and potential Russian pipeline restrictions, but thereafter ticked lower as these risks proved to be exaggerated. During 2019, the business concluded a new term transaction in the Asia-Pacific region as it continues its focused ramp-up plan and delivered its first cargoes since the restructuring.

Global LNG demand by region

Source: http://documents.worldbank.org/curated/en/344451553842171106/pdf/Phase-Two-Liquefied-Natural-Gas-LNG-Demand-Projection-Procurement-Strategy-and-Risk-Management-Executive-Summary-Report.pdf

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mm

t

North America Middle East Latin America Europe Asia



ASIA OIL

Through 2019 the Asia Oil business continued to execute and build on the contracted product flows in Southeast Asia with new business opportunities in the region including Bangladesh, Myanmar and Philippines increasing volumes and earnings in the first half of the year.

To position for expansion, the segment hired a senior and highly experienced Regional Oil Trading Operation expert based in Singapore and an Oil Supply Chain Logistics Specialist based in Indonesia. The business also made preparations to begin trading paper around the growing physical term business with a view to generating further margin.

Forecast Asia oil product demand

Source: Noble

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

2026

2028

2030

2032

2034

2036

2038

2040

Dem

and

thou

sand

bar

rels

per

day

Gasolene Diesel/Gasoil Jet Kero Fuel Oil



Metals Tech Metals Freight

Base Metals

Metals, Minerals and Ores

GlobalAluminium Complex

Steel Complex

Met Coal& Coke

Special Ores& Industrial

MineralsLead Zinc Copper

TRADING CO - Metals, Minerals and Ores Segment

METALS

Base MetalsThe base metals business trades and provides supply chain management services in refined metals and concentrates including copper, zinc and lead.

Global Aluminium ComplexThe Aluminium Business trades and provides supply chain management services in bauxite, alumina and aluminium, including alumina marketing services to Asset Co that generates a marketing fee on all sold alumina produced by Jamalco.

TECH METALS

The Tech Metals segment is a new business focused on investing in and developing projects related to technology metals, with a focus on rare earth elements. The business has supply chain partners in the upstream and downstream segments and is also focused on research and development solutions for consumers in the downstream segment. The business operates under a wholly-owned subsidiary, Talaxis Limited.

Talaxis also provides support to its supply chain partners by way of assistance in contract negotiations and capital introductions. Talaxis is in discussion with various parties for the creation of a dedicated investment vehicle with a focus on battery metals.

FREIGHT

The freight business services external customers, as well as Trading Co internal freight requirements, with long-term freight solutions, freight market guidance and ocean transport in the dry bulk segment. The business specializes in Capesize, Post Panamax, Panamax and Supramax vessels.

STEEL COMPLEX

Steel Complex is an Asia and EMEA-focused business that trades and provides risk management and logistics services for the steel complex primarily in metallurgical coal, metallurgical coke, specialty ores and industrial minerals.

Met Coal/CokeThe metallurgical coal and metallurgical coke business is the leading non-producer shipper of metallurgical coal/coke and holds a dominant share of the global seaborne met coal/coke trade.

Special Ores & Industrial MineralsThe special ores and industrial minerals businesses primarily trades chrome, manganese, tin and tungsten ores and operates under a wholly-owned subsidiary, Kalon Resources Limited. Kalon is a niche, low volume, high-margin business, focusing on chrome ore, manganese ore, tin concentrate and tin ingots, tungsten, colombite and tantalite. Physical origination of products occurs in South Africa, Great Lakes Region of Africa, Nigeria, Brazil and parts of Europe. Sales and marketing is mostly to consumers in Europe and U.S.A., South East Asia and China.



Primarily driven by copper, zinc and lead

Base Metals

Copper: Macro and geopolitics held sway over copper prices in 2019, with copper cathode ending the year on a bullish note at US$6,200 per tonne on the back of easing trade tensions when U.S. - China reached an agreement on a phase 1 trade deal. Total social stocks fell to historically low levels, -35% YoY standing at 527 kilotonnes with the largest drawdown coming from China bonded warehouses. Concentrate supply remained steady despite South American copper producers being impacted by instability, strikes and protests. Copper cathode demand weakened amid broader sluggishness in global economic growth and poor demand from the Chinese state grid, air conditioning and the auto sector.

Zinc: Refined zinc started the year strongly with prices rising above US$3,000 per tonne only to end the year significantly lower at US$2,280 per tonne due to global bearishness on economic growth and expectations of surplus surging. Exchange inventory levels trended down, reaching historical lows of 180 kilotonnes in December, down 23% YoY. The global zinc concentrate market moved to a surplus in 2019 driving treatment charges to historical highs of US$300 per tonne and Chinese smelters to increase utilisation rates. Refined zinc demand was lacklustre due to broader concerns on global economic growth, weakness in the automotive and manufacturing sector in the E.U. and China.

Lead: The primary lead market was dominated by Port Pirie production woes during H2 2019, which saw prices rise to US$2,286 per tonne before ending the year lower at US$1,913 per tonne. Visible primary metal inventory built up over the year with exchange stocks at 157 kilotonnes, although it remains relatively low compared to historical highs of approximately 330 kilotonnes in 2016/2017. Global lead concentrate availability improved, but a decline in primary smelters demand led to a larger concentrate surplus and drove treatment charges to a high of US$153 per tonne. Demand for lead metal was lacklustre amid weaker vehicle sales and broader sluggishness in global economic growth. China introduced policy changes in national standards for the automotive sector and e-bike that weakened lead demand for the second year in a row.

The base metals business continues to focus on existing relationships in key origination markets – namely Australia, Central Asia, Latin America and Africa – with sales into China, Southeast Asia and the Middle East.



Aluminium complex delivered solid results, driven by marketing fee income from Jamalco

Global Aluminium Complex

The aluminium complex business continued to deliver solid results in 2019, primarily comprising marketing fee income from Jamalco.

Aluminium: Prices remained range bound in Q4 2019 having changed little quarter-on-quarter. LME cash aluminium price fell slightly from US$1,761 per tonne in Q3 2019 to US$1,753 per tonne in Q4 2019. Global inventories have declined, suggesting an undersupplied market, however falling raw material prices, including

alumina and power, capped any upward price momentum. Furthermore, an estimated 90% of global smelters are cash positive at the Q4 2019 price.

Alumina: Alumina prices declined by 6% quarter-on-quarter, with Platts FOB Australia Q4 2019 average price concluding at US$280. Price decline was in line with Alunorte’s increase in production, which was allowed to resume capacity above 50% in Q4 2019.



Tech metals is a new business line for Noble and began its ramp up during 2019

Tech Metals

Through 2019, the market was generally quiet, with prices for lithium hydroxide reaching a 5-year low. Prices for neodymium and praseodymium oxides trended down in 2019. We expect lithium and rare earths to establish a base at current levels and move towards slightly higher prices as new supplies have stopped and inventories are being gradually depleted.

Noble’s traded rare earth minerals and tech metals are critical raw materials in the production of batteries and energy storage. The growth of this business is and will be largely be driven by future energy storage demand. Such demand will in turn be bolstered by the need for greater capacity to provide battery components in the growing electric vehicle market.

Forecast growth in battery demand

Source: Roskill & UBS estimates

1,000

800

600

400

200

0

GW

h

2000

2002

2004

2006

2008

2010

2012

2014

2016

2018

2020

2022

2024

Computing, comms & consumer/Power devices & motive power

Energy storage systems Automotive



Capitalised on the firmer market and increased volatility

Freight

Major disruptions to Australian and Brazilian iron ore supply disrupted the freight market in Q1 2019, although seaborne coal shipments were relatively strong in the first half compared with the second half. The desk managed to trade the market well and catch the volatility in the freight market during the first 6 months of 2019, which at one stage showed close to historical lows in the Cape Segment. The freight market rallied in Q3

2019, on a strong recovery in iron ore shipments from Brazil and Australia. A reduction in the number of vessels - to prepare for the adoption of low sulphur IMO fuel guidelines - also supported prices in Q3 2019.

The year ended on a weaker note with the industry divided over the impact of IMO-2020 guidelines.

Baltic Cape, Panamax and Supramax Indices 2019

40

35

30

25

20

15

10

5

0

FEBJAN

BCI 5TC

MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC

BSI 10TC BPI 82

US$

(’0

00

) / D

AY

Source: Bloomberg



Business leveraged its market-leading position to focus on ramping up volumes

Met Coal and Coke

The metallurgical coal and coke business continued to capitalise on its market-leading position in 2019 and progress through a measured ramp-up in volumes. The business focused on maintaining its leadership position in the seaborne markets and continued to secure opportunities to expand its market share with Chinese, Japanese and Indian steel mills and expand its origination markets into Southeast Asia, Latin America and Africa.

The business supplied around one million tonnes of met coke in the first half of 2019. During the year Noble continued to hold the largest market share of coke globally and sourced met-coke from eight different countries.

Towards the end of 2019, CISA crude steel production showed seasonal decline, standing

at 687 million tonnes per annum, but 5.7% YoY higher. This put total steel production by CISA members in 2019 up 3.7% YoY. Except for a steep decline during the China Day celebrations in October 2019, the production of steel edged up, supported by lower raw material costs (YoY) and higher margins in 2019.

Inventories in China remained much higher compared to the previous two years, and there was sufficient buffer stock in China against any disruptions. PLV met coal import arbitrage into China closed briefly in June/July 2019 but was open for most of the year, supporting imports into China. However, China port restrictions towards the end of the year delayed clearance and slowed down imports. Seaborne met coal prices were relatively subdued in the latter part of 2019 over port restrictions and high inventories in China.



Kalon Resources performed well in 2019 and is well positioned for 2020

Special Ores and Industrial Minerals

Kalon Resources is a wholly-owned subsidiary set up to run the company’s Special Ores & Industrial Minerals business. The business is highly specialised, transacting in low volumes and generating high margins. The key commodities traded include chrome ore, manganese ore, tin concentrate and tin ingots, tungsten, columbite and tantalite.

Operating income remained fairly consistent quarter on quarter throughout 2019 on stable volumes. Special Ores was the key driver of the segment, with a strong performance from

chrome ore. Other highlights of the business performance in FY 2019 include strong contributions from Tungsten and Tin. Tungsten which is heavily used in automotive and mobile phone sectors saw an increase in the European APT quote to US$240 per metric tonne unit in Q4 2019. This price hike was spurred by an unanticipated bid on newly released inventories in China despite previously weaker market sentiment. Tin prices were generally stable through the year after recovering from weaker levels through 2018, seeing prices pass US$20,000 per tonne in Q3.


ASSET CO - Jamalco Segment

The Jamalco segment comprises Asset Co’s beneficial interest in the 55% joint venture stake in Jamalco, an integrated bauxite mining and alumina refining operation in Jamaica, related offtake and sales contracts and a long-term loan receivable. Jamalco is an unincorporated joint venture with the Government of Jamaica, represented by CAP. The offtake contracts comprise the 55% owned share of alumina produced by Jamalco as well as CAP’s 45% share. Trading Co provides alumina marketing services to Asset Co in exchange for a marketing fee on all sold alumina produced by Jamalco.

Jamalco had a challenging year in the face of falling alumina prices. Production was also impacted by a number of one-off incidents including a major transformer failure. Notwithstanding these challenges, Jamalco was able to significantly reduce its cash operating costs and made good progress on a number of strategic initiatives designed to further reduce costs.


During the year, Jamalco continued to move towards the use of a combination of gas and diesel power drawn from a combined cogeneration power station built on brownfield space at Jamalco’s alumina refinery in Clarendon. Such cogeneration will give Jamalco greater optionality around its power generation inputs used in the processing of bauxite ore.

Subsequent to year end, Noble and the Government of Jamaica agreed to put their respective interests in Jamalco into a newly incorporated Jamaican company, which will own and operate the assets and business going forward.

The new company will have the ability to raise new capital and will form part of the Jamaican Government’s ongoing privatization program, with an IPO being planned in due course.



ASSET CO - Investments Segment

The Investments segment includes Asset Co’s strategic investment in Harbour Energy, along with investments in Vessels.

Harbour Energy: Harbour Energy L.P. and EIG Harbour Energy Advisor, L.P. are associates of Asset Co and are focused on investment in the energy sector. Harbour Energy is managed by EIG Global Energy Partners (“EIG”), a private equity firm focused on energy and energy-related infrastructure globally. Harbour Energy’s first transaction – the acquisition of a US$3 billion package of oil and gas producing assets in the U.K. North Sea via Chrysaor Holdings Limited (“Chrysaor”) – was completed in 2017. Asset Co owned a 20.6% stake in the Harbour Energy L.P. and a 33.3% stake in the EIG Harbour Energy Advisor L.P. which together had an approximate 11% look through economic interest in Chrysaor at 31 December 2019. As of 30 September 2019, Chrysaor has announced completion of the acquisition of additional oil and gas producing assets in the U.K. North Sea. The carrying amount of the investment in Harbour Energy was

US$384 million at 31 December 2019. (Harbour Energy L.P. : US$323 million, EIG Harbour Energy Advisor, L.P. : US$61 million).

Vessels: As at 31 December 2019, Asset Co controlled a portfolio of three dry bulk vessels. The vessel portfolio is debt-free and included one Capesize and two Post Panamax vessels with build years between 2010 and 2012. The vessels are operated by Trading Co’s freight business, under a management services agreement, as part of the Company’s overall freight business. The Company sold two vessels in 2019. Subsequent to 31 December 2019, on 30 January 2020, the Company announced the completion of the sale of the vessel M/V Ocean Sapphire for aggregate consideration of US$12.75 million. The net proceeds from the disposal (after deducting broker commission) are US$12.62 million. The Company plans to dispose of the remaining two vessels in 2020 and is actively seeking purchasers. The disposals will not significantly impact the operations of the Company’s overall freight business.

Noble Group Holdings Limited

Condensed Consolidated Financial Statements For the year ended 31 December 2019

(Incorporated in Bermuda with limited liability)


Condensed consolidated income statement and other comprehensive incomeFor the year ended 31 December 2019

Year ended31 December

2019US$’000

REVENUE 3,511,066Cost of sales and services (3,304,276) Operating income from supply chains 206,790Loss on supply chain assets (105,449)Share of profits and losses of:

Joint ventures 1,057Associates 128,462

TOTAL OPERATING INCOME 230,860Other income net of other expenses 7,588Selling, administrative and operating expenses (155,422) PROFIT BEFORE INTEREST AND TAX 83,026Finance income 37,129Finance costs (168,500) LOSS BEFORE TAX (48,345)Taxation (7,969) LOSS FOR THE YEAR (56,314) Attributable to:

Equity holders of the parent (55,970)Non-controlling interests (344)

(56,314)

OTHER COMPREHENSIVE INCOMENet other comprehensive loss that may be reclassified to profit or

loss in subsequent periods:

Share of other comprehensive loss of associates (446)Exchange differences on translation of foreign operations (1,790) Net other comprehensive loss that will not be reclassified to profit or

loss in subsequent periods:

Net loss on equity instruments at fair value through other comprehensive income (“FVOCI”) (14,671)Remeasurement of post-employment benefit obligations (1,049) OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX (17,956) TOTAL COMPREHENSIVE LOSS FOR THE YEAR, NET OF TAX (74,270) Attributable to:

Equity holders of the parent (73,926)Non-controlling interests (344)

(74,270)


Condensed consolidated statement of financial position31 December 2019 and 2018

2019US$’000

2018US$’000

NON-CURRENT ASSETS

Property, plant and equipment 302,907 225,826

Mine properties 4,882 –

Investments in joint ventures 14,806 23,286

Investments in associates 419,327 298,589

Equity instruments at FVOCI 66,187 73,744

Long term loans 280,924 268,756

Deferred tax assets 94,240 95,552

Total non-current assets 1,183,273 985,753

CURRENT ASSETS

Cash and cash equivalents 480,195 506,072

Trade receivables 465,801 534,875

Prepayments, deposits and other receivables 222,786 294,040

Fair value gains on commodity and other derivative financial instruments 104,630 143,733

Inventories 183,657 106,162

Tax recoverable 12,876 6,718

1,469,945 1,591,600

Assets in subsidiaries classified as held for sale 31,839 80,431

Non-current assets classified as held for sale 43,631 92,558

Total current assets 1,545,415 1,764,589

CURRENT LIABILITIES

Trade and other payables and accrued liabilities 509,959 561,399

Accrued interest on bonds 1,714 850

Fair value losses on commodity and other derivative financial instruments 46,484 84,027

Lease liabilities 39,455 –

Bank debts 46,945 44,793

Tax payable 43,664 51,989

688,221 743,058

Liabilities in subsidiaries classified as held for sale 10,387 13,551

Total current liabilities 698,608 756,609

NET CURRENT ASSETS 846,807 1,007,980

TOTAL ASSETS LESS CURRENT LIABILITIES 2,030,080 1,993,733


Condensed consolidated statement of financial position31 December 2019 and 2018

2019US$’000

2018US$’000

NON-CURRENT LIABILITIES

Deferred tax liabilities 1,840 –

Lease liabilities 63,997 –

Bonds 1,722,321 1,678,358

Total non-current liabilities 1,788,158 1,678,358

NET ASSETS 241,922 315,375

EQUITY

Equity attributable to equity holders of the parent

Issued capital 6,638 6,638

Contributed surplus 101,877 101,877

Capital securities 25,000 25,000

Reserves (13,702) 3,660

Accumulated losses (62,884) (6,249)

56,929 130,926

Preference shares to non-controlling interests in a subsidiary 180,000 180,000

Non-controlling interests 3,541 2,569

Non-controlling interests attributable to subsidiaries classified as held for sale 1,452 1,880

184,993 184,449

TOTAL EQUITY 241,922 315,375

36NOBLE GROUP HOLDINGS LIMITED FINANCIAL AND OPERATIONAL REPORT 2019

Condensed consolidated statement of changes in equityFor the year ended 31 December 2019

Attributable to equity holders of the parent

Preferenceshares to non-

controllinginterests in

a subsidiary

Non-controlling

interests

Non-controlling

interestsattributable to

subsidiariesclassified asheld for sale

Totalequity

Issuedcapital

Contributedsurplus

Capitalsecurities

Reserves

Accumulated losses Total

Share-based

paymentreserve

Fair valuereserve of

equityinstruments

at FVOCI

Exchangefluctuation

reservesOther

reservesUS$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000

At 1 January 2019 6,638 101,877 25,000 – 3,195 465 – (6,249) 130,926 180,000 2,569 1,880 315,375

Loss for the year – – – – – – – (55,970) (55,970) – 84 (428) (56,314)

Other comprehensive loss for the year, net of tax – – – – (14,671) (2,236) (1,049) – (17,956) – – – (17,956)

Total comprehensive loss, net of tax – – – – (14,671) (2,236) (1,049) (55,970) (73,926) – 84 (428) (74,270)

Non-controlling interests arising from business combination – – – – – – – – – – 888 – 888

Share-based payments – – – 554 – – – – 554 – – – 554

Transfer of fair value reserve of equity instruments designated at FVOCI – – – – 40 – – (40) – – – – –

Capital securities dividend – – – – – – – (625) (625) – – – (625)

At 31 December 2019 6,638 101,877 25,000 554 (11,436) (1,771) (1,049) (62,884) 56,929 180,000 3,541 1,452 241,922


Condensed consolidated statement of cash flowsFor the year ended 31 December 2019


2019US$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax (48,345)

Adjustments to loss before tax:

Depreciation 57,085

Impairment/(reversal of impairment) of:

– Vessels 1,026

– Right-of-use assets 538

– Joint ventures/associates 13,895

– Long term loans 1,213

– Trade receivables 42,467

– Prepayments, deposits and other receivables 5,341

– Short term loans (13,989)

Fair value adjustment of:

– Non-current assets classified as held for sale 21,534

– Assets in subsidiaries classified as held for sale 11,760

Loss/(gain) on disposal of:

– Non-current assets classified as held for sale (7)

– Subsidiaries 1,635

Share of profits and losses of joint ventures/associates (129,519)

Gain on repurchase of bond (3,907)

Dividend income from equity instruments at FVOCI (1,251)

Performance fee settled in cash 9,802

Share-based payment expenses 554

Fair value adjustment of long term loans (3,246)

Gain on lease termination (2,839)

Gain on bargain purchase (632)

Provision for legal claims 52,570

Provision for onerous contracts 4,572

Amortisation of lease assets 5,839

Net finance costs 131,371

Operating profit before working capital changes 157,467

Increase in working capital (68,969)

Interest received 22,946

Taxes paid (15,375)

Net cash flows from operating activities before changes in restricted cash 96,069

Increase in restricted cash (53,582)

Net cash flows from operating activities 42,487


Condensed consolidated statement of cash flowsFor the year ended 31 December 2019


2019US$’000

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (18,491)

Purchase of mine properties (305)

Proceeds from disposal of non-current assets classified as held for sale 27,400

Net cash inflow from acquisition of subsidiaries 20

Net cash inflow from disposal of subsidiaries 36,138

Investments in joint ventures/associates (13,534)

Purchase of equity instruments at FVOCI (9,211)

Proceeds from disposal of equity instruments at FVOCI 2,641

Proceeds from repayment of long term loans 6,700

Dividend income from equity instruments at FVOCI 1,251

Dividend income from joint ventures 6,486

Decrease in amount due from joint ventures 1,799

Increase in amount due from associates (996)

Net cash flows from investing activities 39,898

CASH FLOWS USED IN FINANCING ACTIVITIES

Interest paid on financing activities (33,390)

Bank debts – additions 222

Bank debts – repayments (1,865)

Bank debts – net movement of receivable purchase programme 3,795

Payment of lease liabilities

– Principal portion (45,850)

– Interest portion (10,876)

Repurchase and redemption of bonds (72,648)

Net cash flows used in financing activities (160,612)

NET DECREASE IN CASH AND CASH EQUIVALENTS (78,227)

Net foreign exchange differences (1,791)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 421,729

CASH AND CASH EQUIVALENTS AT END OF YEAR 341,711

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS

Cash and cash equivalents as stated in the statement of financial position 480,195

Cash balance attributable to subsidiaries classified as held for sale 43

Total cash and cash equivalents 480,238

Less: Restricted cash not immediately available for use in the business operations (138,527)

Cash and cash equivalents as stated in the statement of cash flows 341,711


Notes to the financial statements31 December 2019

BASIS OF PRESENTATION, PREPARATION AND CONSOLIDATION

Basis of presentation and preparation

The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the period from 13 August 2018 (date of incorporation) to 31 December 2018, except for the adoption of new standards effective as of 1 January 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The Group adopted IFRS 16 Leases, using the modified retrospective approach, and IFRIC Interpretation 23 Uncertainty over Income Tax Treatments with the date of initial application of 1 January 2019.

New standards, interpretations and amendments adopted by the Group

IFRS 16 Leases

IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model.

Lessor accounting under IFRS 16 is substantially unchanged under IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have an impact for leases where the Group is the lessor.

The Group adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of 1 January 2019. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application. The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. The Group also elected to use the recognition exemptions for lease contracts that, at the date of initial application, have a lease term of 12 months or less and do not contain a purchase option (‘short-term leases’), and lease contracts for which the underlying asset is of low value (‘low-value assets’).

The effect of adopting IFRS 16 as at 1 January 2019 is as follows:

US$’000

Asset

Increase in Right-of-use (“ROU”) assets 101,259

101,259

Liabilities

Increase in lease liabilities (133,076)

Decrease in provision for onerous contracts 32,038

Increase in provision of reinstatement costs (221)

(101,259)

The difference is due to previously recorded provisions for onerous lease contracts being set off against the initial recognition of the ROU assets of the relevant leases and provision of reinstatement cost for the ROU assets in the current year.



BASIS OF PRESENTATION, PREPARATION AND CONSOLIDATION (continued)

New standards, interpretations and amendments adopted by the Group (continued)

IFRIC Interpretation 23 Uncertainty over Income Tax Treatments

The interpretation addresses the recognition and measurement requirements for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 Income Taxes. It does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The interpretation specifically addresses the following:

• Whether an entity considers uncertain tax treatments separately

• The assumptions an entity makes about the examination of tax treatments by taxation authorities

• How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

• How an entity considers changes in facts and circumstances

The Group determines whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments and uses the approach that better predicts the resolution of the uncertainty.

The Group applies significant judgement in identifying uncertainties over income tax treatments. Since the Group operates in a complex multinational environment, it assessed whether the Interpretation had an impact on its consolidated financial statements.

Upon adoption of the interpretation, the Group considered whether it has any uncertain tax positions, including those relating to transfer pricing. The Company’s and the subsidiaries’ tax filings in different jurisdictions include deductions related to transfer pricing and the taxation authorities may challenge those tax treatments. The Group determined, based on its tax compliance and transfer pricing study, that it is probable that its tax treatments (including those for the subsidiaries) will be accepted by the taxation authorities. The Group has restated the tax contingency reserve which is recognised in “Trade and other payables and accrued liabilities” in 2018 to “Tax payable” to conform with current year’s presentation.



BUSINESS UNIT INFORMATION

For management purposes, the Group is organised into business units based on their products and services and has two reporting operating business units as follows:

(a) Asset Co – includes the Group’s strategic investments in Jamalco (i below) and Harbour Energy (ii below), along with the palm business (ii below) and certain vessels (ii below).

i. Jamalco – Jamalco joint venture, an integrated bauxite mining and alumina refining operation in Jamaica, along with the related offtake of Jamalco’s alumina production.

ii. Investments – investment in Harbour Energy along with Palm and Vessels.

(b) Trading Co – includes the Group’s asset-light commodities supply chain management business.

i. Asia Energy, a business which trades and provides supply chain and risk management services in seaborne LNG and a range of distillate products including gas oil, gasoline, jet fuel and heavy fuel oil together with bituminous and sub-bituminous energy coal.

ii. Asia Base Metals, trading and providing supply chain management services in copper, zinc, lead, nickel and other raw materials.

iii. Tech Metals, investing in tech metal assets across the value chain.

iv. Special Ores and Industrial Materials focusing on manganese, chrome, tin and tungsten.

v. Aluminium, a vertically integrated bauxite, alumina and aluminium supply chain.

vi. Met Coal and Coke, a non-producer shipper of HCC, PCI, semisoft coal and met coke.

vii. Freight, providing internal and external customers with ocean transport in the dry bulk segment, long term freight solutions and freight market guidance.

(c) Other

This does not contain any of the Group’s operating components. It instead contains the results of Noble Group Holdings Limited, Noble Intermediate Hold Co Limited and Noble Trading Hold Co Limited, and certain accounting adjustments to align the Asset Co and Trading Co business units (which are reported here as per their own respective Group consolidated financial statements) with the accounting treatment required at Noble Group Holdings Limited level. In the Asset Co and Trading Co financial statements, the results of Jamalco and Palm are not fully consolidated (line by line) but are included via intercompany agreements.



BUSINESS UNIT INFORMATION (continued)

The following tables present income statement information regarding Trading Co and Asset Co for the year ended 31 December 2019:

Trading Co Asset Co Other Consolidated

2019 2019 2019 2019

US$’000 US$’000 US$’000 US$’000

REVENUE AND GAINS 3,056,989 162,123 291,954 3,511,066

Cost of sales and services (2,886,212) – (418,064) (3,304,276)

Expenses – (66,756) 66,756 –

Operating income/(loss) from supply chains 170,777 95,367 (59,354) 206,790

Loss on supply chain assets (72,155) – (33,294) (105,449)

Share of profits and losses of:

Joint ventures 1,057 – – 1,057

Associates (1,791) – 130,253 128,462

TOTAL OPERATING INCOME 97,888 95,367 37,605 230,860

Other income net of other expenses 22,347 – (14,759) 7,588

Selling, administrative and operating expenses (130,465) – (24,957) (155,422)

PROFIT BEFORE INTEREST AND TAX (10,230) 95,367 (2,111) 83,026

Finance income 37,140 13 (24) 37,129

Finance costs (78,774) (72,755) (16,971) (168,500)

PROFIT/(LOSS) BEFORE TAX (51,864) 22,625 (19,106) (48,345)

Taxation (2,894) (4,941) (134) (7,969)

PROFIT/(LOSS) FOR THE YEAR (54,758) 17,684 (19,240) (56,314)




The following tables present statement of financial position information regarding Trading Co and Asset Co as at 31 December 2019:

Trading Co Asset Co Other Consolidated2019 2019 2019 2019

US$’000 US$’000 US$’000 US$’000

NON-CURRENT ASSETS

Property, plant and equipment 106,216 – 196,691 302,907

Mine properties 4,882 – – 4,882

Investments in joint ventures 14,806 – – 14,806

Investments in associates 34,944 384,383 – 419,327

Equity instruments at FVOCI 66,187 – – 66,187

Equity instruments at FVTPL 199,693 – (199,693) –

Financial assets at FVTPL – 339,125 (339,125) –

Long term loans 280,924 – – 280,924

Deferred tax assets 31,439 – 62,801 94,240

Total non-current assets 739,091 723,508 (279,326) 1,183,273

CURRENT ASSETS

Amount due from ultimate holding company 3,892 – (3,892) –

Amount due from intermediate holding company 36,134 – (36,134) –

Amount due from fellow subsidiaries 13,726 145,026 (158,752) –

Cash and cash equivalents 412,972 56,536 10,687 480,195


Trade receivables 347,139 – 118,662 465,801

Prepayments, deposits and other receivables 218,479 160 4,147 222,786

Fair value gains on commodity and other derivative financial instruments 104,630 – – 104,630

Inventories 146,984 1,176 35,497 183,657

Tax recoverable 5,168 305 7,403 12,876

1,289,124 238,902 (58,081) 1,469,945

Assets in subsidiaries classified as held for sale – – 31,839 31,839

Equity instruments at FVTPL classified as held for sale 20,000 – (20,000) –

Non-current assets classified as held for sale – 43,631 – 43,631

Total current assets 1,309,124 282,533 (46,242) 1,545,415




The following tables present statement of financial position information regarding Trading Co and Asset Co as at 31 December 2019: (continued)


US$’000 US$’000 US$’000 US$’000

CURRENT LIABILITIES

Amount due to immediate holding company 257,789 – (257,789) –

Amount due to fellow subsidiaries 2,978 14,994 (17,972) –

Financial liabilities at FVTPL 35,699 – (35,699) –

Trade and other payables and accrued liabilities 426,189 747 83,023 509,959

Accrued interest on bonds 1,714 – – 1,714

Fair value losses on commodity and other derivative financial instruments 46,484 – – 46,484

Lease liabilities 38,161 – 1,294 39,455

Bank debts 46,945 – – 46,945

Tax payable 43,074 – 590 43,664

899,033 15,741 (226,553) 688,221

Liabilities in subsidiaries classified as held for sale – – 10,387 10,387

Total current liabilities 899,033 15,741 (216,166) 698,608

NET CURRENT ASSETS 410,091 266,792 169,924 846,807

TOTAL ASSETS LESS CURRENT LIABILITIES 1,149,182 990,300 (109,402) 2,030,080


Deferred tax liabilities 1,840 – – 1,840

Lease liabilities 59,535 – 4,462 63,997

Bonds 699,355 726,342 296,624 1,722,321


Total non-current liabilities 1,099,855 726,342 (38,039) 1,788,158

NET ASSETS 49,327 263,958 (71,363) 241,922




The following tables present statement of financial position information regarding Trading Co and Asset Co as at 31 December 2018:


2018 2018 2018 2018

US$’000 US$’000 US$’000 US$’000

(restated) (restated)

NON-CURRENT ASSETS

Property, plant and equipment 30,629 – 195,197 225,826

Investments in joint ventures 23,286 – – 23,286

Investments in associates 34,657 263,932 – 298,589

Equity instruments at FVOCI 73,744 – – 73,744

Equity instruments at FVTPL 204,233 – (204,233) –


Long term loans 268,756 – – 268,756

Deferred tax assets 33,894 – 61,658 95,552

Total non-current assets 669,199 595,599 (279,045) 985,753

CURRENT ASSETS

Amount due from fellow subsidiaries 14,994 79,198 (94,192) –

Cash and cash equivalents 486,357 6,108 13,607 506,072


Trade receivables 478,256 – 56,619 534,875

Prepayments, deposits and other receivables 326,803 1,147 (33,910) 294,040

Fair value gains on commodity and other derivative financial instruments 143,733 – – 143,733

Inventories 59,762 381 46,019 106,162

Tax recoverable 8,089 – (1,371) 6,718

1,517,994 253,081 (179,475) 1,591,600

Assets in subsidiaries classified as held for sale – – 80,431 80,431

Equity instruments at FVTPL classified as held for sale 65,000 – (65,000) –

Non-current assets classified as held for sale – 92,558 – 92,558

Total current assets 1,582,994 345,639 (164,044) 1,764,589




2018 2018 2018 2018

US$’000 US$’000 US$’000 US$’000

(restated) (restated)

CURRENT LIABILITIES

Amount due to ultimate holding company 113,182 – (113,182) –

Amount due to immediate holding company 289,993 – (289,993) –

Amount due to fellow subsidiaries 6,466 – (6,466) –


Trade and other payables and accrued liabilities 482,200 460 78,739 561,399

Accrued interest on bonds 850 – – 850

Fair value losses on commodity and other derivative financial instruments 84,027 – – 84,027

Bank debts 44,793 – – 44,793

Tax payable 51,615 – 374 51,989

1,138,126 460 (395,528) 743,058

Liabilities in subsidiaries classified as held for sale – – 13,551 13,551

Total current liabilities 1,138,126 460 (381,977) 756,609

NET CURRENT ASSETS 444,868 345,179 217,933 1,007,980

TOTAL ASSETS LESS CURRENT LIABILITIES 1,114,067 940,778 (61,112) 1,993,733


Bonds 693,397 694,504 290,457 1,678,358


Total non-current liabilities 1,121,797 694,504 (137,943) 1,678,358

NET ASSETS (7,730) 246,274 76,831 315,375


The following tables present statement of financial position information regarding Trading Co and Asset Co as at 31 December 2018: (continued)




The following tables present statement of cash flows information regarding Trading Co and Asset Co for the year ended 31 December 2019:


US$’000 US$’000 US$’000 US$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax (51,864) 22,625 (19,106) (48,345)

Adjustments to loss before tax:

Depreciation 38,022 – 19,063 57,085

Impairment/(reversal of impairment) of:

– Vessels 1,026 – – 1,026

– Right-of-use assets 538 – – 538

– Joint ventures/associates 13,895 – – 13,895

– Long term loans 1,213 – – 1,213

– Trade receivables 42,931 – (464) 42,467

– Prepayments, deposits and other receivables 5,341 – – 5,341

– Short term loans (13,989) – – (13,989)

Fair value adjustment of:

– Non-current assets classified as held for sale – 21,534 – 21,534

– Assets in subsidiaries classified as held for sale 8,000 – 3,760 11,760

Loss on disposal of:

– Non-current assets classified as held for sale – (7) – (7)

– Subsidiaries 1,635 – – 1,635

Share of profits and losses of joint ventures/associates 734 (130,253) – (129,519)

Gain on repurchase of bond (1,315) – (2,592) (3,907)

Dividend income from equity instruments at FVOCI (1,251) – – (1,251)

Expected credit loss on amount due from fellow subsidiaries 1,522 6,674 (8,196) –

Performance fee income settled in cash – 9,802 – 9,802

Share-based payment expenses – – 554 554

Fair value adjustment of long term loans (3,246) – – (3,246)

Gain on lease termination (2,839) – – (2,839)

Gain on bargain purchase (632) – – (632)

Provision for legal claims 52,570 – – 52,570

Provision for onerous contracts 4,572 – – 4,572

Amortisation of lease assets 5,839 – – 5,839

Unrealised fair value (gain)/loss (29,829) 34,370 (4,541) –

Net finance costs 41,634 72,742 16,995 131,371




US$’000 US$’000 US$’000 US$’000

Operating profit before working capital changes 114,507 37,487 5,473 157,467

Decrease/(increase) in working capital (106,767) 30,690 7,108 (68,969)

Interest received 22,957 13 (24) 22,946

Taxes paid (1,629) (4,245) (9,501) (15,375)

Net cash flows from operating activities before changes in restricted cash 29,068 63,945 3,056 96,069

Increase in restricted cash (3,734) (49,848) – (53,582)

Net cash flows from/(used in) operating activities 25,334 14,097 3,056 42,487

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Purchase of property, plant and equipment (926) – (17,565) (18,491)

Purchase of mine properties (305) – – (305)

Proceeds from disposal of non-current assets classified as held for sale – 27,400 – 27,400

Net cash inflow from acquisition of subsidiaries 20 – – 20

Net cash inflow from disposal of subsidiaries 37,365 – (1,227) 36,138

Investments in joint ventures/associates (13,534) – – (13,534)

Purchase of equity instruments at FVOCI (9,211) – – (9,211)

Proceeds from disposal of equity instruments at FVOCI 2,641 – – 2,641

Proceeds from repayment of long term loans 6,700 – – 6,700

Dividend income from equity instruments at FVOCI 1,251 – – 1,251

Dividend income from a joint venture 6,486 – – 6,486

Decrease in amount due from joint ventures 1,799 – – 1,799

Increase in amount due from associates (996) – – (996)

Net cash flows from/(used in) investing activities 31,290 27,400 (18,792) 39,898


The following tables present statement of cash flows information regarding Trading Co and Asset Co for the year ended 31 December 2019: (continued)




US$’000 US$’000 US$’000 US$’000

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Interest paid on financing activities (33,322) (24) (44) (33,390)

Bank debts – additions 222 – – 222

Bank debts – repayments (1,865) – – (1,865)

Bank debts – net movement of receivable purchase programme 3,795 – – 3,795


– Principal portion (44,658) – (1,192) (45,850)

– Interest portion (10,306) – (570) (10,876)

Repurchase and redemption of bonds (24,157) (40,893) (7,598) (72,648)

Increase/(decrease) in amounts due to ultimate/immediate holding companies (21,444) – 21,444 –

Net cash flows from/(used in) financing activities (131,735) (40,917) 12,040 (160,612)

Net increase/(decrease) in cash and cash equivalents (75,111) 580 (3,696) (78,227)

Net foreign exchange differences (2,008) – 217 (1,791)

Cash and cash equivalents at beginning of period 407,517 3 14,209 421,729

Cash and cash equivalents at end of period 330,398 583 10,730 341,711


Cash and cash equivalents as stated in the statement of financial position 412,972 56,536 10,687 480,195

Cash balance attributable to subsidiaries classified as held for sale – – 43 43

Total cash and cash equivalents 412,972 56,536 10,730 480,238

Less: Restricted cash not immediately available for use in the business operations (82,574) (55,953) – (138,527)

Cash and cash equivalents as stated in the statement of cash flows 330,398 583 10,730 341,711


The following tables present statement of cash flows information regarding Trading Co and Asset Co for the year ended 31 December 2019: (continued)


Addendum

Non-IFRS Financial Performance Measures

Noble has included non-IFRS financial performance measures in this document to supplement its condensed consolidated financial statements, which have been prepared in accordance with IFRS. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The Company believes that these financial performance measures, together with measures determined in accordance with IFRS, provides investors with useful information to evaluate the underlying performance of the Company. Non-IFRS financial performance measures do not have a standardised meaning prescribed under IFRS and therefore may not be comparable to similar measures employed by other companies.

Adjusted Financial Statements

Adjusted financial statements have been presented in this document to consolidate Asset Co Group’s beneficial interests in Jamalco and Noble Plantations on a line by line basis and remove the accounting impacts of the Jamalco Global Rights Transfer Agreement (“GRTA”) and the Noble Plantations Receivables Agreement (“NPRA”). Corresponding deconsolidation adjustments are presented in the adjusted financial statements for Trading Co Group and Other. Refer to the notes to the Company’s annual audited consolidated financial statements for the period from 13 August 2018 (date of incorporation) to 31 December 2018 for further information regarding these intercompany agreements.

The adjusted financial statements for the Trading Co Group and Asset Co Group include the impact of expected credit loss provisions on intercompany balances determined in accordance with IFRS 9 “Financial Instruments”. The elimination adjustment for these intercompany amounts (totaling US$8 million for FY 2019) is included in other income net of other expenses in Other.

Noble believes this presentation provides an alternate view of underlying business performance and composition of the underlying assets and liabilities of the Trading Co Group and Asset Co Group business units and is consistent with how the business performance is monitored within the internal management reporting to the Board. The adjustments do not impact the total consolidated Group results reported in accordance with IFRS.


Addendum

The adjusted segment income statement and statement of financial position, including the corresponding statement of cash flows, are as follows:

FY 2019

Noble Group Holdings Limited(US$ millions)

Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1)

(Adjusted)Total

REVENUE 3,057.0 455.7 (1.6) 3,511.1

Cost of sales and services (2,859.6) (446.7) 1.9 (3,304.3)

Operating income from supply chains 197.4 9.0 0.3 206.8

Loss on supply chain assets (83.9) (21.5) – (105.4)


Joint ventures 1.1 – – 1.1

Associates (1.8) 130.3 – 128.5

TOTAL OPERATING INCOME 112.8 117.8 0.3 230.9

Other income net of other expenses 20.2 (23.0) 10.4 7.6

Selling, administrative & operating expenses (130.5) (7.8) (17.2) (155.4)

PROFIT/(LOSS) BEFORE INTEREST AND TAX 2.5 87.0 (6.5) 83.0

Finance income 26.6 10.6 (0.0) 37.1

Finance costs (78.8) (73.4) (16.3) (168.5)

PROFIT/(LOSS) BEFORE TAX (49.7) 24.2 (22.8) (48.3)

Taxation (5.0) (6.5) 3.6 (8.0)

PROFIT/(LOSS) FOR THE YEAR (54.8) 17.7 (19.2) (56.3)

(1) Contains the results of Noble Group Holdings Limited, Noble Intermediate Hold Co Limited and Noble Trading Hold Co Limited, and certain accounting adjustments to align the Asset Co Group and Trading Co Group business units with the accounting treatment required at the Noble Group Holdings Limited level. This does not contain any of the Company’s operating components.


Addendum

At 31 December 2019


Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) (Adjusted)

Total

NON-CURRENT ASSETS

Property, plant & equipment 106 197 – 303

Mine properties 5 – – 5

Investments in joint ventures 15 – – 15

Investments in associates 35 384 – 419

Equity instruments at FVOCI 66 – – 66

Long term loans 145 136 – 281

Deferred tax assets 31 63 – 94

Total non-current assets 404 780 – 1,183

CURRENT ASSETS

Amount due from fellow subsidiaries 14 6 (20) –

Amount due from intermediate holding company 36 – (36) –

Amount due from ultimate holding company 4 – (4) –

Cash and cash equivalents 413 67 – 480

Trade receivables 345 121 – 466

Prepayments, deposits and other receivables 218 3 1 223

Fair value gains on commodity and other derivative financial instruments 89 16 – 105

Inventories 147 37 – 184

Tax recoverable 5 8 – 13

1,271 258 (59) 1,470

Assets in subsidiaries classified as held for sale – 32 – 32

Non-current assets classified as held for sale – 44 – 44

Total current assets 1,271 333 (59) 1,545



Addendum

At 31 December 2019


Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) (Adjusted)

Total

CURRENT LIABILITIES

Amount due to immediate holding company 258 – (258) –

Amount due to fellow subsidiaries 7 24 (30) –

Trade and other payables and accrued liabilities 424 81 5 510

Accrual interests on bonds 2 – – 2

Fair value losses on commodity and other derivative financial instruments 46 – – 46

Lease liabilities 38 1 – 39

Bank debts 47 – – 47

Tax payable 43 1 – 44

865 106 (283) 688

Liabilities in subsidiaries classified as held for sale – 12 (1) 10

Total current liabilities 865 118 (284) 699

NET CURRENT ASSETS 406 215 225 847

TOTAL ASSETS LESS CURRENT LIABILITIES 810 995 225 2,030


Deferred tax liabilities 2 – – 2

Lease liabilities 60 4 – 64

Bonds 699 726 297 1,722

Total non-current liabilities 761 731 297 1,788

NET ASSETS/(LIABILITIES) 49 264 (71) 242

TOTAL ASSETS 1,675 1,113 (59) 2,729 (1) Contains the results of Noble Group Holdings Limited, Noble Intermediate Hold Co Limited and Noble Trading Hold Co Limited, and certain accounting adjustments to align the Asset Co Group and Trading Co Group business units with the accounting treatment required at the Noble Group Holdings Limited level. This does not contain any of the Company’s operating components.


Addendum

At 31 December 2018

Noble Group Holdings Limited (US$ millions)

Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) (Adjusted)

Total

NON-CURRENT ASSETS

Property, plant and equipment 31 195 – 226


Investments in associates 35 264 – 299


Long term loans 142 127 – 269

Deferred tax assets 33 62 – 95

Total non-current assets 338 648 – 986

CURRENT ASSETS

Amount due from fellow subsidiaries 15 79 (94) –

Cash and cash equivalents 486 20 – 506

Trade receivables 438 96 1 535

Prepayments, deposits and other receivables 287 7 – 294

Fair value gains on commodity and other derivative financial instruments 87 57 – 144

Inventories 60 47 (1) 106

Tax recoverable 8 (1) – 7

1,381 305 (94) 1,592

Assets in subsidiaries classified as held for sale – 80 – 80

Non-current assets classified as held for sale – 93 – 93

Total current assets 1,381 478 (94) 1,765



Addendum

At 31 December 2018


Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) (Adjusted)

Total

CURRENT LIABILITIES

Amount due to ultimate holding company 113 – (113) –

Amount due to immediate holding company 290 – (290) –

Amount due to fellow subsidiaries 6 92 (98) –

Financial liabilities at FVTPL – – – –

Trade and other payables and accrued liabilities 482 79 – 561

Accrued interests on bonds 1 – – 1



Tax payable 12 – 40 52

1,033 171 (461) 743

Liabilities in subsidiaries classified as held for sale – 14 – 14

Total current liabilities 1,033 185 (461) 757

NET CURRENT ASSETS 348 293 367 1,008

TOTAL ASSETS LESS CURRENT LIABILITIES 686 941 367 1,994


Bonds 693 695 290 1,678


Total non-current liabilities 693 695 290 1,678

NET ASSETS/(LIABILITIES) (7) 246 77 316

TOTAL ASSETS 1,719 1,126 (94) 2,751



Addendum

FY 2019 Noble Group Holdings Limited(US$ millions)

Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) Group

(Adjusted)

Total

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIESProfit/(loss) before tax (49.7) 24.2 (22.8) (48.3)Adjustments to profit/(loss) before tax:

Depreciation 38.0 19.1 – 57.1Impairment/(reversal of impairment) of:– Vessels 1.0 – – 1.0– Right-of-use assets 0.5 – – 0.5– Joint ventures/associates 13.9 – – 13.9– Long term loans 1.2 – – 1.2– Trade receivables 42.9 (0.5) – 42.5– Prepayments, deposits and other receivables 5.3 – – 5.3– Short term loans (14.0) – – (14.0)Fair value adjustment of:– Non-current assets classified as held for sale – 21.5 – 21.5– Assets in subsidiaries classified as held for sale 3.8 8 – 11.8Loss/(gain) on disposal of:– Subsidiaries 1.6 – – 1.6

Share of profits and losses of joint ventures/associates 0.7 (120.5) – (119.7)

Gain on repurchase of bond (1.3) – (2.6) (3.9)Dividend income from equity instruments at

FVOCI (1.3) – – (1.3)Expected credit loss on amount due from fellow

subsidiaries 1.5 6.7 (8.2) –Share-based payment expenses – – 0.6 0.6Fair value adjustment of long term loans 7.7 (11.0) – (3.2)Gain on lease termination (2.8) – – (2.8)Gain on bargain purchase (0.6) – – (0.6)Provision for legal claims 52.6 – – 52.6Provision for onerous contracts 4.6 – – 4.6Amortisation of lease assets 5.8 – – 5.8Net finance costs 52.2 62.8 16.4 131.4

Operating profit/(loss) before working capital changes 163.8 10.4 (16.7) 157.5Decrease/(increase) in working capital (108.3) 36.5 2.9 (69.0)Interest received 12.3 10.6 – 22.9Taxes paid (1.6) (13.7) – (15.4) Net cash flows from/(used in) operating activities

before changes in restricted cash 66.2 43.7 (13.8) 96.1Increased in restricted cash (3.7) (49.8) – (53.6) Net cash flows from/(used in) operating activities 62.5 (6.1) (13.8) 42.5



Addendum

FY 2019 Noble Group Holdings Limited(US$ millions)

Trading Co Group

(Adjusted)

Asset Co Group

(Adjusted)

Other(1) Group

(Adjusted)

Total

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Purchase of property, plant and equipment (0.9) (17.6) – (18.5)

Purchase of mine properties (0.3) – – (0.3)

Proceeds from disposal of non-current assets classified as held for sale – 27.4 – 27.4

Net cash inflow from disposal of subsidiaries – 36.1 – 36.1

Investment in joint ventures/associates (13.5) – – (13.5)

Purchase of equity instruments at FVOCI (6.6) – – (6.6)

Proceeds from repayment of long term loans 6.7 – – 6.7

Dividend income from equity instruments at FVOCI 1.3 – – 1.3

Dividend income from a joint venture 6.5 – – 6.5

Decrease in amounts due from joint ventures/associates 0.8 – – 0.8

Net cash flows from/(used in) investing activities (6.1) 46.0 – 39.9 CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Interest paid on financing activities (33.3) (0.1) – (33.4)

Bank debts – additions 0.2 – – 0.2

Bank debts – repayments (1.9) – – (1.9)

Bank debts – net movement of receivable purchase programme 3.8 – – 3.8


– Principal portion (44.7) (1.2) – (45.9)

– Interest portion (10.3) (0.6) – (10.9)

Repurchase and redemption of bonds (24.2) (40.9) (7.6) (72.6)

Decrease/(increase) in amounts due to ultimate/immediate holding companies (21.4) – 21.4 –

Net cash flows from/(used in) financing activities (131.7) (42.7) 13.8 (160.6) Net decrease in cash and cash equivalents (75.3) (2.9) – (78.2)Net foreign exchange differences (1.8) – – (1.8)Cash and cash equivalents at beginning of year 407.5 14.2 – 421.7 Cash and cash equivalents at end of year 330.4 11.3 – 341.7



Addendum


31 December 2019

31 December 2018


Trading Co Group(1)

Cash and cash equivalents as stated in the statement of financial position 413.0 486.4Add: cash balances attributable to subsidiaries classified as held for sale – – Total cash and cash equivalents 413.0 486.4Less: restricted cash not immediately available for use in the business operations (82.6) (78.8) Cash and cash equivalents as stated in the statement of cash flows 330.4 407.5

Asset Co Group(1)

Cash and cash equivalents as stated in the statement of financial position 67.2 19.7Add: cash balances attributable to subsidiaries classified as held for sale 0.0 0.6 Total cash and cash equivalents 67.3 20.3Less: restricted cash not immediately available for use in the business operations (56.0) (6.1) Cash and cash equivalents as stated in the statement of cash flows 11.3 14.2

Other(1)(2)

Cash and cash equivalents as stated in the statement of financial position – –Add: cash balances attributable to subsidiaries classified as held for sale – – Total cash and cash equivalents – –Less: restricted cash not immediately available for use in the business operations – – Cash and cash equivalents as stated in the statement of cash flows – –

Noble Group Holdings LimitedCash and cash equivalents as stated in the statement of financial position 480.2 506.1Add: cash balances attributable to subsidiaries classified as held for sale 0.0 0.6 Total cash and cash equivalents 480.2 506.7Less: restricted cash not immediately available for use in the business operations (138.5) (84.9) Cash and cash equivalents as stated in the statement of cash flows 341.7 421.7

(1) Adjusted financial statements.



Addendum

Adjustments made to the Trading Co Group financial statements are as follows:

FY 2019

Trading Co Group (US$ millions)

IFRS Adjust GRTA and NPRA

Deconsolidate line by line

Adjusted

REVENUE 3,057.0 – – 3,057.0

Cost of sales and services (2,886.2) – 26.7 (2,859.6)

Operating income from supply chains 170.8 – 26.7 197.4

Loss on supply chain assets (72.2) – (11.8) (83.9)


Joint ventures 1.1 – – 1.1

Associates (1.8) – – (1.8)

TOTAL OPERATING INCOME 97.9 – 14.9 112.8

Other income net of other expenses 22.3 (34.4) 32.2 20.2

Selling, administrative & operating expenses (130.5) – – (130.5)

PROFIT/(LOSS) BEFORE INTEREST AND TAX (10.2) (34.4) 47.1 2.5

Finance income 37.1 – (10.6) 26.6

Finance costs (78.8) – – (78.8)

PROFIT/(LOSS) BEFORE TAX (51.9) (34.4) 36.5 (49.7)

Taxation (2.9) – (2.2) (5.0)

PROFIT/(LOSS) FOR THE PERIOD (54.8) (34.4) 34.4 (54.8)


Addendum

At 31 December 2019




Adjusted

NON-CURRENT ASSETS

Property, plant & equipment 106 – – 106

Mine properties 5 – – 5


Investments in associates 35 – – 35


Equity instruments at FVTPL 200 – (200) –

Long term loans 281 – (136) 145

Deferred tax assets 31 – – 31

Total non-current assets 739 – (335) 404

CURRENT ASSETS

Amount due from fellow subsidiaries 14 – – 14

Amount due from intermediate holding company 36 – – 36

Amount due from ultimate holding company 4 – – 4

Cash & cash equivalents 413 – – 413

Trade receivables 347 – (2) 345

Prepayments, deposits and other receivables 218 – – 218

Fair value gains on commodity and other derivative financial instruments 105 – (16) 89

Inventories 147 – – 147

Tax recoverable 5 – – 5

1,289 – (18) 1,271

Assets in subsidiaries classified as held for sale – – – –

Equity instruments at FVTPL classified as held for sale 20 – (20) –

Non-current assets classified as held for sale – – – –

Total current assets 1,309 – (38) 1,271


Addendum

At 31 December 2019




Adjusted

CURRENT LIABILITIES

Amount due to immediate holding company 258 – – 258

Amount due to fellow subsidiaries 3 – 4 7

Financial liabilities at FVTPL 36 (36) – –

Trade and other payables and accrued liabilities 426 – (2) 424

Accrual interests on bonds 2 – – 2


Lease liabilities 38 – – 38


Tax payable 43 – – 43

899 (36) 2 865

Liabilities in subsidiaries classified as held for sale – – – –

Total current liabilities 899 (36) 2 865

NET CURRENT ASSETS 410 36 (39) 406

TOTAL ASSETS LESS CURRENT LIABILITIES 1,149 36 (375) 810


Deferred tax liabilities 2 – – 2

Lease Liabilities 60 – – 60

Bonds 699 – – 699


Total non-current liabilities 1,100 (339) – 761

NET ASSETS 49 375 (375) 49

Total Assets 2,048 – (373) 1,675


Addendum

At 31 December 2018




Adjusted

NON-CURRENT ASSETS

Property, plant and equipment 31 – – 31




Equity instruments at FVTPL 204 – (204) –

Financial assets at FVTPL – – – –

Long term loans 269 – (127) 142

Deferred tax assets 33 – – 34

Total non-current assets 669 – (331) 338

CURRENT ASSETS


Cash and cash equivalents 486 – – 486

Financial assets at FVTPL – – – –


Prepayments, deposits and other receivables 327 – (40) 287

Fair value gains on commodity and other derivative financial instruments 144 – (57) 87

Inventories 60 – – 60

Tax recoverable 8 – – 8

1,518 – (137) 1,381

Assets in subsidiaries classified as held for sale – – – –

Equity instruments at FVTPL classified as held for sale 65 – (65) –


Total current assets 1,583 – (202) 1,381


Addendum

At 31 December 2018




Adjusted

CURRENT LIABILITIES

Amount due to ultimate holding company 113 – – 113

Amount due to immediate holding company 290 – – 290

Amount due to fellow subsidiaries 6 (5) 5 6


Trade and other payables and accrued liabilities 482 – – 482

Accrued interests on bonds 1 – – 1


Lease liabilities – – – –


Tax payable 52 – (40) 12

1,138 (70) (35) 1,033

Liabilities in subsidiaries classified as held for sale – – – –

Total current liabilities 1,138 (70) (35) 1,033

NET CURRENT ASSETS 445 70 (167) 348

TOTAL ASSETS LESS CURRENT LIABILITIES 1,114 70 (498) 686



Bonds 693 – – 693


Total non-current liabilities 1,121 (428) – 693

NET ASSETS/(LIABILITIES) (7) 498 (498) (7)

TOTAL ASSETS 2,252 – (533) 1,719


Addendum

Adjustments made to the Asset Co Group financial statements are as follows:

FY 2019

Asset Co Group (US$ millions)



Adjusted

REVENUE 162.1 – 293.6 455.7

Cost of sales and services (66.8) – (379.9) (446.7)

Operating income from supply chains 95.4 – (86.3) 9.0

Loss on supply chain assets – – (21.5) (21.5)


Joint ventures – – – –

Associates – – 130.3 130.3

TOTAL OPERATING INCOME 95.4 – 22.4 117.8

Other income net of other expenses – 34.4 (57.3) (23.0)

Selling, administrative & operating expenses – – (7.8) (7.8)

PROFIT/(LOSS) BEFORE INTEREST AND TAX 95.4 34.4 (42.7) 87.0

Finance income 0.0 – 10.6 10.6

Finance costs (72.8) – (0.6) (73.4)

PROFIT/(LOSS) BEFORE TAX 22.6 34.4 (32.8) 24.2

Taxation (4.9) – (1.6) (6.5)

PROFIT/(LOSS) FOR THE PERIOD 17.7 34.4 (34.4) 17.7


Addendum

At 31 December 2019



Consolidate line by line

Adjusted

NON-CURRENT ASSETS

Property, plant & equipment – – 197 197

Mine properties – – 0 0

Investments in joint ventures – – – –


Equity instruments at FVOCI – – – –

Financial assets at FVTPL 339 (339) – –

Long term loans – – 136 136

Deferred tax assets – – 63 63

Total non-current assets 724 (339) 395 780

CURRENT ASSETS

Amount due from fellow subsidiaries 145 – (139) 6

Amount due from intermediate holding company – – – –

Amount due from ultimate holding company – – – –

Cash & cash equivalents 57 – 11 67


Trade receivables – – 121 121

Prepayments, deposits and other receivables 0 – 3 3

Fair value gains on commodity and other derivative financial instruments – – 16 16

Inventories 1 – 35 37

Tax recoverable 0 – 7 8

239 (36) 55 258

Assets in subsidiaries classified as held for sale – – 32 32

Non-current assets classified as held for sale 44 – – 44

Total current assets 283 (36) 87 333


Addendum

At 31 December 2019




Adjusted

CURRENT LIABILITIES

Amount due to immediate holding company – – – –

Amount due to fellow subsidiaries 15 – 9 24

Trade and other payables and accrued liabilities 1 – 80 81

Accrual interests on bonds – – – –

Fair value losses on commodity and other derivative financial instruments – – – –

Lease liabilities – – 1 1

Bank debts – – – –

Tax payable – – 1 1

16 – 91 106

Liabilities in subsidiaries classified as held for sale – – 12 12

Total current liabilities 16 – 102 118

NET CURRENT ASSETS 267 (36) (16) 215

TOTAL ASSETS LESS CURRENT LIABILITIES 990 (375) 379 995


Deferred tax liabilities – – – –

Lease Liabilities – – 4 4

Bonds 726 – – 726

Total non-current liabilities 726 – 4 731

NET ASSETS/(LIABILITIES) 264 (375) 375 264

Total Assets 1,006 (375) 482 1,113


Addendum

At 31 December 2018




Adjusted

NON-CURRENT ASSETS

Property, plant and equipment – – 195 195




Equity instruments at FVTPL – – – –


Long term loans – – 127 127

Deferred tax assets – – 62 62

Total non-current assets 596 (332) 384 648

CURRENT ASSETS


Cash and cash equivalents 6 – 14 20


Trade receivables – – 96 96

Prepayments, deposits and other receivables 1 – 6 7

Fair value gains on commodity and other derivative financial instruments – – 57 57

Inventories 1 – 46 46

Tax recoverable – – (1) (1)

253 (166) 218 305

Assets in subsidiaries classified as held for sale – – 80 80

Equity instruments at FVTPL classified as held for sale – – – –

Non-current assets classified as held for sale 93 – – 93

Total current assets 346 (166) 298 478


Addendum

At 31 December 2018




Adjusted

CURRENT LIABILITIES

Amount due to ultimate holding company – – – –

Amount due to immediate holding company – – – –

Amount due to fellow subsidiaries – – 92 92


Trade and other payables and accrued liabilities 1 – 78 79

Accrued interests on bonds – – – –




Tax payable – – – –

1 – 170 171

Liabilities in subsidiaries classified as held for sale – – 14 14

Total current liabilities 1 – 184 185

NET CURRENT ASSETS 345 (166) 114 293

TOTAL ASSETS LESS CURRENT LIABILITIES 941 (498) 498 941



Bonds 695 – – 695


Total non-current liabilities 695 – – 695

NET ASSETS/(LIABILITIES) 246 (498) 498 246

TOTAL ASSETS 942 (498) 682 1,126


Addendum

Adjustments made to the Other financial statements are as follows:

FY 2019

Other(1) (US$ millions)



Adjusted

REVENUE 292.0 – (293.6) (1.6)

Cost of sales and services (351.3) – 353.3 1.9

Operating income from supply chains (59.4) – 59.7 0.3

Loss on supply chain assets (33.3) – 33.3 –


Joint ventures - – – –

Associates 130.3 – (130.3) –

TOTAL OPERATING INCOME 37.6 – (37.3) 0.3

Other income net of other expenses (14.8) – 25.1 10.4

Selling, administrative & operating expenses (25.0) – 7.8 (17.2)

PROFIT/(LOSS) BEFORE INTEREST AND TAX (2.1) – (4.4) (6.5)

Finance income (0.0) – (0.0) (0.0)

Finance costs (17.0) – 0.6 (16.3)

PROFIT/(LOSS) BEFORE TAX (19.1) – (3.7) (22.8)

Taxation (0.1) – 3.7 3.6

PROFIT/(LOSS) FOR THE PERIOD (19.2) – – (19.2)



Addendum

At 31 December 2019




Adjusted

NON-CURRENT ASSETS

Property, plant & equipment 197 – (197) –

Mine properties – – – –


Investments in associates – – – –


Equity instruments at FVTPL (200) – 200 –

Financial assets at FVTPL (339) 339 – –

Long term loans – – – –

Deferred tax assets 63 – (63) –

Total non-current assets (279) 339 (60) –

CURRENT ASSETS

Amount due from fellow subsidiaries (159) – 139 (20)

Amount due from intermediate holding company (36) – – (36)

Amount due from ultimate holding company (4) – – (4)

Cash & cash equivalents 11 – (11) –


Trade receivables 119 – (119) –

Prepayments, deposits and other receivables 4 – (3) 1

Fair value gains on commodity and other derivative financial instruments – – – –

Inventories 35 – (35) –

Tax recoverable 7 – (7) –

(58) 36 (37) (59)

Assets in subsidiaries classified as held for sale 32 – (32) –



Total current assets (46) 36 (49) (59)


Addendum

At 31 December 2019




Adjusted

CURRENT LIABILITIES

Amount due to immediate holding company (258) – – (258)

Amount due to fellow subsidiaries (18) – (12) (30)

Financial liabilities at FVTPL (36) 36 – –

Trade and other payables and accrued liabilities 83 – (78) 5

Accrual interests on bonds – – – –


Lease liabilities 1 – (1) –


Tax payable 1 – (1) –

(227) 36 (92) (283)

Liabilities in subsidiaries classified as held for sale 10 – (12) (1)

Total current liabilities (216) 36 (104) (284)

NET CURRENT ASSETS 170 – 55 225

TOTAL ASSETS LESS CURRENT LIABILITIES (109) 339 (4) 225


Deferred tax liabilities – – – –

Lease Liabilities 4 – (4) –

Bonds 297 – – 297


Total non-current liabilities (38) 339 (4) 297

NET ASSETS/(LIABILITIES) (71) – – (71)

Total Assets (326) 375 (108) (59)



Addendum

At 31 December 2018




Adjusted

NON-CURRENT ASSETS

Property, plant and equipment 195 – (195) –


Investments in associates – – – –




Long term loans – – – –

Deferred tax assets 62 – (62) –

Total non-current assets (279) 332 (53) –

CURRENT ASSETS

Amount due from fellow subsidiaries (94) – – (94)

Cash and cash equivalents 14 – (14) –



Prepayments, deposits and other receivables (34) – 34 –

Fair value gains on commodity and other derivative financial instruments – – – –

Inventories 45 – (46) (1)

Tax recoverable (1) – 1 –

(179) 166 (81) (94)

Assets in subsidiaries classified as held for sale 80 – (80) –

Equity instruments at FVTPL classified as held for sale (65) – 65 –


Total current assets (164) 166 (96) (94)


Addendum

At 31 December 2018




Adjusted

CURRENT LIABILITIES

Amount due to ultimate holding company (113) – – (113)

Amount due to immediate holding company (290) – – (290)

Amount due to fellow subsidiaries (6) 5 (97) (98)


Trade and other payables and accrued liabilities 78 – (78) –

Accrued interests on bonds – – – –




Tax payable 0 – 40 40

(396) 70 (135) (461)

Liabilities in subsidiaries classified as held for sale 14 – (14) –

Total current liabilities (382) 70 (149) (461)

NET CURRENT ASSETS 218 96 53 367

TOTAL ASSETS LESS CURRENT LIABILITIES (61) 428 – 367



Bonds 290 – – 290


Total non-current liabilities (138) 428 – 290

NET ASSETS/(LIABILITIES) 77 – – 77

TOTAL ASSETS (443) 498 (149) (94)



Addendum

EBITDA

The Company uses EBITDA to assess its underlying operating performance. The Company believes EBITDA is an appropriate measure to assess underlying performance as it approximates the Group’s operating cash flow before changes in working capital and net finance costs and is consistent with how business performance is monitored within the internal management reporting to the Board.

FY 2019

EBITDA (US$ millions)

Trading CoGroup(1)

Asset CoGroup(1)

Other(1)(2) Total

Adjusted profit before interest and tax 2.5 87.0 (6.5) 83.0Depreciation 38.0 19.1 – 57.1Share-based payment and equity-settled share

option expenses – – 0.6 0.6Net impairment losses 54.7 29.1 – 83.8Share of profits and losses of joint ventures and

associates 0.7 (120.5) – (119.7)Gain on disposal of subsidiaries 1.6 – – 1.6Gain on repurchase of bonds (1.3) – (2.6) (3.9)Expected credit loss on amount due from fellow

subsidiaries 1.5 6.7 (8.2) –Gain on lease termination (2.8) – – (2.8)Onerous lease provision 10.4 – – 10.4Gain on bargain purchase (0.6) – – (0.6)Provision for legal claims 52.6 – – 52.6Unrealised fair value adjustment on long term

loans 7.7 (11.0) – (3.2) Total 165.1 10.4 (16.7) 158.7


(2) Contains the results of Noble Group Holdings Limited, Noble Intermediate Hold Co Limited and Noble Trading Hold Co Limited, and certain accounting adjustments to align the Asset Co Group and Trading Co Group business units with the accounting treatment required at the Noble Group Holdings Limited level. This does not contain any of the Group’s operating components.

FY 2019

EBITDA (US$ millions)

Q1 2019 Q2 2019 Q3 2019 Q4 2019 Total

Trading Co Group(1) 38.1 72.1 13.1 41.7 165.1Asset Co Group(1) 39.0 1.2 (2.6) (27.3) 10.4Other(1)(2) (1.6) (4.5) (3.3) (7.4) (16.7)

Total 75.5 68.8 7.3 7.1 158.7




Addendum

Adjusted Net Debt

The Company’s readily marketable inventories (“RMI”) primarily comprises refined metal products and refined oil products. Given the highly liquid nature of these inventories, the Company believes it is appropriate to consider them together with cash when evaluating the Company’s leverage.

Adjusted Net Debt (US$ millions)

31 December 2019

31 December 2018

Trading Co Group(1)

Total debt 746 738Less: total cash and cash equivalents 413 486 Net debt 333 252Less: RMI 143 56 Adjusted net debt 191 196

Asset Co Group(1)

Total debt 726 695Less: total cash and cash equivalents 67 20 Net debt 659 675Less: RMI – – Adjusted net debt 659 675

Other(1)(2)

Total debt 297 290Less: total cash and cash equivalents – – Net debt 297 290Less: RMI – – Adjusted net debt 297 290

Noble Group Holdings LimitedTotal debt 1,769 1,723Less: total cash and cash equivalents 480 506 Net debt 1,289 1,217Less: RMI 143 56 Adjusted net debt 1,146 1,161




Addendum

Forward-Looking Statements

This document may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and the securities laws of other jurisdictions. Forward-looking statements are not statements of historical fact and reflect the Company’s intent, belief or current expectations with respect to its future businesses and operations, market conditions, results of operation and financial condition, capital adequacy, specific provisions and risk management practices. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industries in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the results of operations, financial condition and liquidity are consistent with the forward-looking statements contained in this communication, those results or developments may not be indicative of results or developments in subsequent periods.

Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not represent or warrant that their actual future results, performance or achievements will be as discussed in those forward-looking statements. Further, the Company disclaims any responsibility, and undertakes no obligation to update or revise any forward-looking statements contained in this document to reflect any change in their expectations with respect to such statements or information after the date of this document or to reflect any change in events, conditions or circumstances on which the Company based any such statements.

For media enquiries please contact:

Finsbury Alastair Hetherington / Dorothy Burwell / Humza Vanderman Tel: +44 207 251 3801 Email: [email protected]

Citadel-MAGNUSPeter Brookes / Helen McCombieTel: +61 2 8234 0100Email: [email protected]

www.noblegroupholdings.comAll photographs in this document are for illustrative purposes only.

noble group holdings limited · lng and asia oil metals, minerals and ores segment base metals...

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